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Shareholders' Meeting – April 16, 2014: appointment of the Board of Directors through voting by slates

11/09/2013 - 06:00 AM

In view of the renewal, the outgoing Board of Directors has formulated, in its report, a series of recommendations regarding the composition, term in office and remuneration of the board (subject to resolution of the absolute majority of the shares present at the Shareholders' meeting, on the basis of the proposals the shareholders decide to formulate) as well as the characteristics of the candidates.

The appointment will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 0.5% of the ordinary share capital.

Pursuant to article 9.3 of the Company’s Bylaws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.

The slates must be presented by  22 March 2014

  • at the Registered Office at the following address:

        Corporate Affairs
        Piazza degli Affari n. 2
        20123 MILAN - ITALY

and the certificates proving entitlement to exercise this right must be produced by 26 March 2014. Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.

The following documents must be filed with each slate:

  • for each candidate,
  1. acceptance of candidacy,
  2. a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate possesses the requisites of independence specified in Legislative Decree no. 58/1998 (the CFL) and/or the Corporate Governance Code of Borsa Italiana,
  3. an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor of any other company. Any variations that might occur prior to the day the shareholders’ meeting takes place must be promptly communicated to the Company.
  • the shareholders submitting a slate must also present the information relating to their identity, indicating the total number of shares held by them.

The shareholder has no publication responsibilities, the Company being responsible for making public the information on properly filed slates. This information will be published at the Registered Office and at Borsa Italiana S.p.A., as well as on the company website, no later than 26 March 2014.

Any proposals by shareholders submitting slates concerning the number of directors, their term of office or the remuneration of the Board being appointed formulated at the same time will be made public by the Company in the same way.

Regarding the composition of the slates it should also be remembered that the principle of gender equality will apply to the possible renewal of the Board of Directors, assigning to the less represented gender one fifth of the total Directors to be elected; in the event of a fractional number, it shall be rounded up to the nearest whole number (see article 9.7 of the Company’s Bylaws).

Shareholders intending to formulate proposals on the number of members, the term of office or the remuneration to be assigned to the Board being elected, or intending to present a slate are invited to refer to the recommendations and suggestions contained  - also in compliance with the Corporate Governance Code adopted by the Corporate Governance Committee of Borsa Italiana – in the Board of Directors’ report and, in any case, to contact the Company’s Corporate Affairs office in advance to define all the necessary details.

Reference regulation